Business Section, Page
5BNovember 28, 1989A New York investment banking firm wants to replace the
management of Miami-based Benihana National Corp.

The restaurant
chain's stock has sunk to less than $2 a share from more than $20 in four
years, and Laidlaw Holdings says an inexperienced and conflicted
management is to blame.

After determining that it couldn't win
a proxy fight, Laidlaw Holdings has decided to file a shareholder suit.

Laidlaw's attorneys were drafting the complaint
Monday night. Manuel Asensio, an investment banker at Laidlaw, said the
action would be filed before Benihana National Corp.'s annual
shareholders' meeting, which is scheduled for 10 a.m. today at the Doral
Country Club.

The heart of the problem, Asensio said, is the
overlapping management of publicly owned Benihana National Corp. and
privately owned Benihana of Tokyo Inc.

Benihana founder Rocky H. Aoki is chairman and
controlling shareholder of the public company. Aoki owns all of the
private company. The companies share key managers.

"We feel the public company should have its own
management, its own business plan and its own accountants," Asensio said.

Benihana President Joel A. Schwartz responded,
"There's no substance to that. Benihana National Corp. has only
benefitedfrom its association with Benihana of Tokyo."

The public company, created as the vehicle for a
1983 stock offering, owns the Benihana trademark and operates 22 of the
chain's 50 Japanese restaurants. The 25-year-old private company owns 19
outlets and manages nine others.

Laidlaw wants to put one of its clients, Tom Dilk,
in charge of the public company. Dilk, a New York investor, founded P.O.P.
Radio Corp., which sells advertising space on Muzak tapes. More important,
Asensio said, Dilk has what current management lacks -- restaurant
experience.

"Our problem is not with Schwartz as a financial man
but as a restaurateur -- as which he has no experience," Asensio said.

Schwartz was an accountant with Touche Ross &
Co., which serves as outside auditor for both Benihana National Corp. and
Benihana of Tokyo.

Schwartz said there's a simple answer to such
complaints: "The company's profitable."

In the year ended March 31, the company had net
income of $1.7 million, or 30 cents a share, on revenues of $35 million.
The previous year, it lost $6.4 million on sales of $33 million.

Asensio said Laidlaw has tried for a year to come to
terms with the company's management.

"We buy into companies -- that's what we do -- and
we never have problems with management. This is the first time," he said.
"Usually, they understand that we are in for the long haul. We are active
shareholders."

The clearest evidence of mismanagement, Laidlaw
says, is the public company's ill-fated forays into frozen food and
seafood restaurants.

The frozen food lines, Oriental Lites and Famous
Restaurant Classics, were launched in 1984 and folded three years later.
The venture into non-Japanese eateries, the two-unit Big Splash Seafood
Emporium chain, was begun in 1985, and it, too, folded after three years.

The company wants to add only two or three
restaurants a year. It also is taking two new products to market while
putting very little of its own capital at risk.

One is the Benihana Cafes, which are smaller and
cheaper to operate than the full-scale restaurants. The other is a line of
gift-boxed gourmet foods that are marketed to corporations for use as
premiums and incentives.

Asensio, the investment banker, said Laidlaw's
clients bought near the bottom, so they could sell without a substantial
loss. But that's not going to happen, he said.

"We see too much opportunity here for us to sell and
walk away."

Webmaster Note: This
story proved to be seriously inaccurate and was corrected the next day
with an article revealing that Laidlaw Holdings was
not behind the suit
at all, and that Asensio had been placed on leave from his job there
pending an
investigation. Asensio was fired from Laidlaw in 1989 for
"non-securities-related reasons," presumably his false claims to the
newspaper that Laidlaw was behind the
lawsuit.